Upon any consolidation or merger, or any conveyance, transfer
 or lease of all or substantially all of the assets of Lessee
 in accordance with this Clause 8.8(c), the Lessee Successor
 shall succeed to, be substituted for, and may exercise every
 right and power of, and shall assume every obligation and
 liability of, Lessee under this Lease with the same effect as
 if the Lessee Successor had been named as Lessee herein. No
 such conveyance, transfer or lease of all or substantially all
 of the assets of Lessee shall have the effect of releasing
 Lessee or any Lessee Successor which shall theretofore have
 become such in the manner prescribed in this Clause 8.8(c)
 from any liability under the Transaction Documents. Nothing
 contained herein shall permit any lease, sublease or other
 arrangement for the use, operation or possession of the
 Aircraft except in compliance with the applicable provisions
 of this Lease.

 (d) the obligation of Lessee to pay in U.S. Dollars outside The
 Republic of Panama is of the essence to Lessor. If for any
 reason any exchange control or other legal prohibition or
 restriction shall be imposed by The Republic of Panama with
 respect to the payment in U.S. Dollars outside The Republic of
 Panama, Lessee shall forthwith obtain any permit,
 authorization, waiver or exemption as may be necessary to
 permit the free

 73